A/N: That campfire scene in Beside the Dying Fire was always a little weird to me so this is my attempt to get into Carol's head and maybe explain her a little bit. Naturally I don't own any of this; I'm just showing a little affection for my dear survivors of the zombie apocalypse.

She wants to wait until everyone else is asleep, but with things the way they are she figures she shouldn't be surprised that moment never comes. Through the flames of their low fire, Carol can see Glenn and Maggie lying face to face, each afraid to close their eyes in case the other disappears in the blink. Carl might be sleeping; it's hard to tell with Lori holding him so close. The others are resting more than dozing, feeling as safe as they can with Rick in charge.

Rick perched on the top of the wall not long after he took command and hasn't moved since. He's tired, probably, but the memory of his confession and the crystal clear threat against all of their lives if they crossed him means that Carol no longer cares about his comfort. Even Lori doesn't move to be near him. Carl either. No one does. Until Daryl does.

He rises so suddenly that everyone starts, but he doesn't so much as look at anyone else as he makes his way over to Rick.

"Why don't you get some sleep?"

"I'm fine."

"You're not fine. And you're useless if you ain't got your wits. I got watch."

Rick's shoulders slump and he rubs a hand over his eyes before answering, "You sure?"

On another night Carol might have smiled. She doesn't need to see his face to know the look Daryl gives the former sheriff. A beat passes and then there is the rattle of stones as Rick climbs down and Daryl climbs up.

Carol can't keep her eyes from following Rick as he comes back to their circle and settles down, not next to his family like he has every other night, but a few feet away. She doesn't like shivering when she looks at him. Doesn't like seeing him leading Randall away to the slaughter or standing over Shane's dead body. She feels what she hasn't felt since the first night he joined their camp, when she started walking around with a live grenade in her bag rather than let a stranger have that kind of weapon: mistrust. Rick isn't the same. It doesn't matter that none of them are.

Glenn takes over T-dog's watch and the camp settles again. Bodies turn over and eyes close, the fire shrinks to embers. After arranging a few branches over the dying embers and making sure they catch, Carol wipes her hands on her jeans and takes a deep breath before walking to the wall.

Daryl is sitting with this feet dangling, the heels of his boots resting on one of the ledges formed by the bricks. He's been watching her since she stood up, but Carol still waits until he nods at her before climbing up. There's something wary in his gaze that she doesn't want to be the cause of and she keeps her eyes down. It doesn't feel right to sit next to him, but it feels even more wrong to stay on the ground. She is so sick of sitting at people's feet and hoping they don't kick her. So Carol climbs up on the wall too, making Daryl start as she teeters on the top before catching her balance and hanging her legs over the side.

His hand comes up but stops just short of grabbing her as he hisses, "Careful," the sound cutting through the quiet.

"I'm okay," she whispers and the scoff that answers almost makes her wish she hadn't come. Before her courage fails her she says, "I never said thank you. For savin' me back there."

There is a pause and she waits for Daryl to grunt in reply or tell her it was nothing and she was just lucky he hadn't rode off yet, but instead he says, "Welcome," and the gruff simplicity of the word makes Carol want to start crying again.

She was a wreck coming up the road. Watching the truck drive off had been terrible enough and then that walker had fallen on Andrea. Carol had looked at the wasteland the farm had become and she'd looked at the single piece of brittle wood in her hands and she knew that she was going to die. It hit her harder than she would have thought given how much she'd considered it in the previous weeks. All she felt in that moment was how badly she wanted to live and how terribly unfair it was that she wouldn't get to.

Without waiting even a second to check see if there was any way to save Andrea (was there ever?) or if her friends were coming back for her, Carol ran. Screaming was useless, but she couldn't seem to stop. She weaved between walkers, heading for the long curve of the driveway, and swung hard when she finally encountered one she couldn't evade. The thunk of the wood hitting skull made her sick, but the walker fell, dead or stunned she didn't check, and Carol kept running. The second time, one swing wasn't enough. It took three tries and the board lodged in the thing's head, black blood pouring down its face as it fell to the ground. Carol ran.

Her legs couldn't move as fast as she needed them to and she stumbled more than once. Then the lawn became gravel and dirt and as she fell again, she cried out, unsure whether to feel hope or despair at the sight of the empty road. The moment when Daryl had seen her and come for her- Relief hit her so hard it felt like pain and as she wrapped her arms around him –safe- Carol couldn't stop dry sobs from shaking her body.

As they pinballed down an occupied road, she closed her eyes and pressed her face against his back. Daryl shouted over the engine for her to hold on, but he needn't have bothered. She wasn't ever letting go. Safe. Safe. Safe. Daryl made her safe. He risked his life for her daughter and he risked his life for her and he never ever made her feel like she owed him something.

A twig snaps in the woods, snapping Carol back to the present and she looks to Daryl, but he's already lowering his crossbow. A quick shake of his head, tells her it's nothing and she relaxes.

"You never said. Earlier. You never said what you thought about all this."

What she saw a minute ago in Daryl's eyes is now visible in the rest of his body. He does not want to talk about this. But he will. Because she asked.

"I did say. Said Rick's done all right by me. 's got good instincts. I trust him."

"How can you trust him after he lied to us? Kept what Jenner told him from us?"

"He made a call. Difference does knowing make anyway? Hard enough to keep everybody from panicking as it is."

Carol considers this and thinks that it makes a hell of a lot of difference. What does it mean when you can live your whole life, survive, thrive, die peacefully in your sleep, and then rise up to tear apart the living? What future is there for humanity when it's constantly in danger of being overrun and overtaken? Even if they survive. Even if they build some semblance of civilization. They'll never be free.

"And what about Shane?"

Daryl is quiet at that.

"He killed him. Rick stood there and told us that he killed him. His friend."

"Friend who tried to kill him."

"Maybe."

"You seen Shane lately? You think he couldn't kill somebody? Hell, he ki- He couldn't handle not bein' in charge."

Everyone had seen Shane. Everyone whispered that he had left Otis for dead, which is what Carol knows Daryl just stopped himself from telling her, killed him for Carl. Shane didn't explain his reasoning to anyone, didn't take suggestions, didn't let anyone stand in the way of what he thought was his. Rick didn't use to be that way. It's possible that he still isn't. It's possible that he makes the best decisions he can and he's lying to protect them and taking the burden of leadership to spare everyone else. Carol wants to believe this, but she knows about people who start out as perfect gentlemen and then change, so slowly at first that you don't see it or decide to forgive it but then completely and permanently, into someone you no longer recognize. She doesn't know what Rick is capable of, but she's wary now of finding out. He's committed to his family; the rest of them are expendable. She wonders why Daryl doesn't see this.

"Don't you think-" she bites her lip, chooses her words because he doesn't want her to look like that again. Why don't you see? "I don't think it was about being in charge at all. I think Shane thought Rick was stealing his family. I think he'd hurt anybody who got in the way of that."

He looks at her, not like he did at the campfire thankfully, just like she's stupid, "Rick ain't Shane."

"I know that."

"Don't seem like it."

"I think- I think Rick only cares about two people in the world. If you can help him take care of them, he'll help you, but if you can't."

Daryl hears what she doesn't say, what she said earlier at the campfire and his eyes flash.

"I ain't nobody's bitch."

"I didn't say that."

"Ain't nobody's henchman neither. What I do, I do for the group, not Rick. The fuck is your problem anyway? You're the one kept nagging about staying with the group, how I earned my place. Now I'm here, what? You want me to yourself? You're not my problem. Just cause you're all alone? What the fuck do you want me to do?"

"I don't want you to do anything."

If she says honor again, he won't hit her, but he'll shut down and push her away and that'll be worse. Carol folds her arms across her chest, holding herself tight, and takes a breath. What she wants is for Daryl to stay safe and to stay with her. He is all she has left in the world and no amount of yelling or coldness on his part can change that.

She says quietly to her knees, "I just want you to be safe."

And she does. That's it, really. Because Daryl spent days looking for Sofia, kept believing after everyone else gave up. Because he waited at the farm while a herd tore it to pieces just in case anyone needed a ride. Because he would have gone back for Andrea without hesitating if Rick hadn't stopped him. Daryl's impulsive and hot-headed and prickly, but he's the most committed to the group out of anyone, for better or worse. He is honorable.

"I don't want you to get hurt doin' the dirty work for someone who doesn't even care about you."

Carol doesn't look up to see what he's thinking, but she can feel Daryl's eyes on her as he sorts out her words. He's still tense. He's still angry and confused and he doesn't know what to make of this crazy woman that's latched onto him, Carol can tell. But he doesn't yell at her again.

"I don't answer to Rick."

"But he makes the decisions. He's… our leader."

"He's earned that."

Not for the first time, Carol's glad she doesn't have hair to tear out because she's sure she'd be doing it now. Yes, Rick earned their trust, hers too; he earned the right to lead. But just because he earned it doesn't mean he gets to keep it.

Tapping her heels against the brick wall, Carol thinks. Being direct has only ever gotten her in trouble. Ed wasn't the first one in her life to tell her that women should know their place and she has learned, mostly, to make herself small and to be passive. Only when she can't bear it anymore does she stomp instead of tiptoe, yell instead of softly suggest. It isn't that she thinks Daryl would be bothered by yelling. She's worried her words are as meaningless as she thinks they are, that the one person who might understand won't.

Her stomach is turning with fear and guilt, always guilt, and she wants to cry. She clenches her hands into fists and looks up at Daryl, who's gone back to scanning the darkness while he waits for her. "I'm scared," she says to the side of his face. He blinks and then turns his head and Carol forces herself to meet his eyes.

"I'm not brave. I'm not strong like the rest of you are. I don't- I can't help protect the group; I can't even protect myself. And I can't do anything else that the rest of you couldn't do just as easy. You're right, I'm all alone. Nobody even looks me in the eye after Sofia; they don't talk to me. I'm a burden. I'd be so easy to leave behind."

Carol feels like she wants to throw up, but Daryl's looking at her, really looking at her, for the first time since she climbed up on the wall. He says, almost gently, "No one's leaving you behind."

She coughs a laugh and fights against tears, "Well, I didn't think you'd just sneak off in the night, leave me stranded on the side of the road." Daryl doesn't laugh.

"I'm just," she draws a shaky breath. "I'm just another mouth to feed. I'm just someone no one really knows who needs to be protected and can't offer anything in return. I don't- I can't see anyone wasting a lot of time making sure I get out alive."

"You're part of the group," Daryl says. He isn't being patient with her.

"I'm a useless part of the group. I patch your jeans and wash the silverware. Who does that help?"

"Who cares? Goddammit, woman." Daryl looks away, looks back. "It ain't about what you do. If you were some uppity ass bitch who sat on your ass eating Twinkies all day we'd still have to keep you alive. That's what a group's for."

If she wasn't still in turmoil, Carol might laugh. Daryl, who purposely set up his tent a huge "fuck off" distance from the rest of them and skirted around the edges of every pow wow they had, telling her that you never leave a man behind. But of course, she knew that about him already. Why she trusts him and why she doesn't want him answering to this new lying, murdering Rick, why she feels like she's lost without him. Why they're sitting up here talking like this anyway. Because he is better than the group.

Setting his bow down beside him, Daryl starts digging around in his pockets for something. When he finds it, he holds it out for her. "Here," he says, opening the blade with a flick of his thumb. "You be the one who keeps you alive, then. I'll wash the underwear and you kill every sumbitch walker you see."

She takes the knife even though she doesn't want it. It's not much more than a pocket knife, nothing like the impossibly sharp hunting knife he keeps at his side, but small as it is it still holds a threat of violence that makes her hand tremble. "I can't do that."

"Fine. Then we'll keep it the way it is."

Like it's that simple. Carol makes a face, but he stops her before she can say anything.

"Not everybody's gotta do the protectin.' And if you want people to look you in the eye, you make 'em look."

Make them look. Maybe it is that simple. Her whole life, Carol has waited for other people to decide what she deserves, what she's worth. She can't remember ever asking for anything or demanding to be heard. Most of the time, she thinks there are other better, smarter, worthier people in line ahead of her and she sits quietly and waits for the scraps.

Bending the knife open and closed against her thigh, she sees finally the options within her only option. Daryl is never going to abandon the group to run off with her and maybe they are safer all together. But she can choose who she wants to be within the group, change how they see her, how she sees herself.

She hasn't forgotten Rick and she doesn't know who he'll turn out to be in the end, but maybe the fact that his priority is his family doesn't weaken the group. If they all help keep each other alive, they all stand a better chance.

"You should sleep," Daryl says. "Sun'll be up soon."

Carol nods, tries to hand the knife back to him, "You should keep this."

Patting his hip, he says, "I got one. You keep that. You should have something anyway. Even if you don't use it."

"Thank you."

When she slides down off the wall, her head is at Daryl's knees. She only plans to tell him goodnight, but her fingers reach of their own accord, finding and tracing the long rip in the fabric of his pants. To her surprise, he doesn't flinch away.

"I can stitch those for you. Won't take anytime at all."

"'s just a little tear."

"Let me," she smiles. "It's my job." He nods at her after a pause and she says goodnight.

She starts to walk away, feeling if not completely reassured at least like she has a new resolve. Before she turns the corner, Daryl calls out to her, "Hey. Anything ever happens, I'll make sure you get out. That's my job."

Carol expects him to be very determinedly not looking at her when she whirls around, but he's waiting for her. Warmth fills her chest, but she forces herself to contain her excitement to a half-smile she isn't even sure is visible in the dark. And he smiles back.